| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Hill-Rom Holdings, Inc. [ HRC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/05/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/05/2019 | M | 1,026 | A | $103.72 | 2,324 | D | |||
| Common Stock | 11/05/2019 | F(1) | 301 | D | $103.72 | 2,023 | D | |||
| Common Stock | 25.7812(2) | I | By Hill-Rom Holdings, Inc. Employee Stock Purchase Plan | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Share Units (11/14/2016) | $0.0 | 11/05/2019(3) | M | 1,026 | 11/05/2019 | 11/05/2019 | Common Stock | 1,026 | $0 | 0 | D | ||||
| Restricted Stock Units (11/06/2019) | $0.0(4) | 11/06/2019 | A | 1,442 | 11/07/2020(5) | 11/07/2022 | Common Stock | 1,442 | $0 | 1,442 | D | ||||
| Employee Stock Option (11/6/2019) | $103.11 | 11/06/2019 | A | 5,992 | (6) | 11/06/2029 | Common Stock | 5,992 | $0 | $5,992 | D | ||||
| Explanation of Responses: |
| 1. Reflects the reporting person's payment of minimum statutory tax obligations by withholding shares of Hill-Rom Holdings, Inc. Common Stock incident to the vesting of performance restricted stock units in accordance with Rule 16b-3. |
| 2. Reflects the number of shares held in the Hill-Rom Holdings, Inc. Employee Stock Purchase Plan (ESPP Plan) as of November 5, 2019. |
| 3. The shares of common stock were issued upon previously awarded performance based restricted stock. The performance based restricted stock unit award did not constitute derivative security reporting and therefore were not reported at the time of award. |
| 4. Restricted stock units convert into common stock on a one-for-one basis. |
| 5. Restricted stock units vest 34% on November 7, 2020 and 33% on November 7, 2021 and 2022. Restricted stock units are entitled to dividend equivalent rights which accrue on dividend record dates. |
| 6. Options vest 25% on each of November 6, 2020, 2021, 2022 and 2023. |
| Remarks: |
| /s/ Ari D. Mintzer as Attorney-in-Fact for Amy M. Dodrill | 11/07/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
